Curiosity
by BiJane
Summary: Fred, confused and pained from working at Wolfram and Hart, meets a recently single Willow. Joy and tears follow.
1. Fred

**Slight deviation from canon: still set in the main storyline, but there's at least one obvious diversion (Fred and Wesley don't get together). Maybe a few others.  
Haven't written such a pure romance-type fic for a while, so I hope you enjoy! Fred/Willow, because who didn't love them together after Orpheus?  
Set in S5. Spoilers for then, and all seven series of Buffy.  
There'll probably be a second chapter, just to let any readers know. **

They met on the night Kennedy left Willow. Not much happened; just two almost-friends meeting after a long time apart, catching up. Fred was the one that recognized Willow, that called after her, curious. And Willow was the one that smiled, glad of any distraction, that night.

They sat on a bench, outside, just talking, catching up.

Fred hadn't seen the redhead since the other year: the Angelus incident. Willow had arrived, given Angel back his soul, and left with Faith, using certainly impressive magic to do so. That much interested her; for all the demons they fought every day in LA, Fred had never seen magic used in that way.

For Willow's part, she was behind on the happenings in LA. She and Kennedy had hunted a nasty demon to the city, and dispatched it the other night. The plan was to leave together in the morning: not an option now. Kennedy had already left. They'd fought a few times: they were too different, and eventually they had to hit breaking point.

That didn't mean it hadn't hurt. It was nice to find some solace, some distraction.

"So… yeah, they stopped Jasmine, and that was it," Winifred Burkle continued, almost reminiscing. "Might not compare to Slayer-fying every Potential out there, but it was something."

"Sounds it," Willow smiled, facing the other woman. "Jasmine was kind of a god, right? That counts for something. Haven't really been that many gods in Sunnydale. Well, there was Glory, and sort of Osiris… And I guess the First was kind of an evil- You know, please, feel free to stop me, any time," Willow glanced away, a little embarrassed. Fred giggled.

"Nah," she said. "I like talking with you. It's relaxing. Osiris though? Isn't he Egyptian? How'd that happen?"

"Long story," Willow laughed, relieved her rambling hadn't proved too annoying. "It was a bad day. S-Someone close-," the redhead's voice sobered, as she stumbled over her words.

"I'm sorry," Fred said, interrupting quickly: "You don't have to tell me. Not if you don't want to."

"Mm," Willow said, smiling, grateful: "Thanks, Fred. It's a bit, um, not good-y."

"Sorry," Fred said, still tentative. Willow reached across, lightly grasping her hand, for some kind of comfort. It eased the scientist's instinctive guilt, somewhat. "So, um, Glory? Who was that? Or what was that, I guess?"

Smiling again, Willow began to relate the whole story. She forgot she was holding Fred's hand: Winifred too barely felt it. The closeness was nice.

Fred was a good listener, Willow reflected. Her eyes never left hers, and she nodded, slowly, making the appropriate sounds, when they were needed. A gasp, a cheer that dissolved to semi-self-conscious giggles, a sympathetic mew; she stroked Willow's hand, both amazed and pained by all the witch had apparently been through.

"Wow," Fred spoke, "Um, we didn't have much like that. There was the Beast though, that was pretty nasty."

"What was that?" Willow said, tilting her head.

So the story-telling continued. They exchanged tales, however small, almost competitively. When Fred mentioned the devil-like Beast, Willow mentioned the actual devil. When Fred spoke of living in a hell dimension, Willow mentioned resurrecting Buffy: and Fred mentioned saving Spike from hell. Willow did a double-take.

"Spike?" the redhead said, blinking. "He's alive? I thought he-"

"Died destroying Sunnydale?" Fred spoke: "He did too. Something about an amulet helped him though. Came back through it as a ghost. He's back to being corporeal again, now, though."

"Amulet?" Willow frowned, "I thought that was buried?"

"It was. Someone un-buried it. Guy called Lindsay, he was trying to distract us, and, um… That's about it. Sent us the amulet, then corporealized him."

The story-telling continued, until even their immense experience began to run dry. Slowly, Fred sighed. Her hand squeezed Willow's and, almost absently, she shuffled closer to the redhead, shivering in the cool night air.

Normally she'd have been home by then. Meeting Willow had delayed that; and though it was a welcome delay, it still meant the chill night had come on.

Willow jumped a little at the new closeness. It was far from unpleasant, just with Kennedy ever-present in her thoughts, she felt an edge of discomfort.

"So, um, you doing anything interesting nowadays?" Willow said, breaking the silence. Fred tensed, a little.

"Kind of," the nervousness she'd had when they first met seemed to be back. Tentative, she continued: "Have you heard of Wolfram and Hart?"

Unexpected, to say the least. Mutely, Willow nodded, hoping Fred wasn't going to say what she thought she would. Little else would explain her wariness, though.

"We got an offer from a dead lady," Fred spoke, trying to inject false levity into her confession. "She- We work officially as part of Wolfram and Hart now. We're- We're not like it was before, though; we use their resources, but we're preventing evil, not causing it. It's not…"

A moment's silence. Willow frowned, unsure of how to react.

Everything she knew about Wolfram and Hart was telling her to leave. Everything she knew about Fred was saying the opposite. While Wolfram and Hart were unquestionably malevolent, she couldn't believe the same of Fred. Though she'd met Fred for just hours, a year ago, the woman had made a strong impression.

But then, innocents could be caught up in evil. She'd seen it before. Fred might be good at heart, but Wolfram and Hart never would be.

""I-" Willow began, hesitating. What could she say to that? "Are you- Do you trust them?"

"Wolfram and Hart?" Fred seemed surprised. "No, no. No. Never, just- They've had chances to hurt us, plenty of chances. I've seen then- They, the Senior Partners, they can bring a person to a hell dimension in an instant. If they wanted to hurt anyone, they could."

"There are more kinds of hurt than just that," Willow said, voice a little softer. She wished she could get Kennedy out of her head.

"I know, but I- we're not going to…" Fred hesitated. "It's the resources. They've got so much, there. If we use them, use them properly, we can do so much good. Like, we've helped a werewolf live a normal life, we had something that could give a ghost a physical presence, we… we've done a lot, there."

"But, Fred," Willow gripped her hand, tighter, not quite sure how to phrase her question. "Are you sure? I mean, you're, er, not evil, are you?"

Their eyes met for a long second. Two seconds. Then each burst out laughing, almost at the same instant. One way to defuse the tension, even if unintentionally.

Smiling, Fred inhaled, shaking her head, still chuckling softly. Willow fell silent for a few seconds, a little sheepish.

She could trust Fred, at least. Evil could be overwhelming, she knew that from experience: but Fred wasn't like her. Fred could stand it; at least, she hoped to. And, hopefully, Fred would be willing to leave, if she needed to.

"And you?" Fred spoke, changing the subject: Willow noticed, but didn't really mind. "Done anything interesting? Gone evil?"

"Not for a while," Willow said, marvelling at how she suddenly felt able to joke about that. Her smile faded, though. "Not a good day for me though. Fight with my girlfriend, don't think we'll be getting better."

"Oh," Fred's eyes widened. "I'm sorry." A hand-squeeze.

"No," Willow shook her head, voice quieter, guiltier. "I didn't mean to make things all depressing. We were here hunting a demon. Now that's done… She's left. I'll have to, too. Leave LA, I mean."

"You can stay with me?" Fred said, before realizing what she'd said, and flushing somewhat.

Willow looked up, meeting Fred's eyes. She tilted her head, blinking, somewhere between curious and wryly amused.

"I said I was single," Willow spoke, "Not that I was looking."

"I know, I know," Fred said, babbling slightly, flushing further: "I didn't mean like- No, no, no-no, no. just, it's late now. If you needed a place to stay, I've got a couch?"

The redhead's eyes widened. "But- I thought… Last time I was here…"

"I geeked out and you thought I was flirting," Fred finished the sentence, smiling fondly. "Yeah."

"Oh," the witch said, hesitating. Then, she muttered: "Lesbidar, my-"

"Pardon?" Fred spoke, frowning; leaning closer to the redhead, not quite hearing Willow's words. The redhead shook her head, sighing.

"Nothing," a smile. Then, almost shyly: "So, mind if I hang around for a bit? Um, might be a little more than a day. Don't feel up to heading back to the rest; things could get awkward."

"It's fine," Fred squeezed the redhead's hand, again, smiling. "Take as long as you need."

* * *

Willow had been living with Fred for four days. A good four days.

The first day had been quiet. Getting into a routine; Willow had just one small bag of things to bring in. After that, she'd had only to learn a handful of minor rules: Fred's LA apartment wasn't too big, but it was easily large enough for both of them to live in, if they tried. Willow promised not to touch the sheets of almost indecipherable scientific text read and written constantly by Winifred, and she promised not to play with the small magical ingredients Willow had brought.

That first day, Fred had gone and come back from work, in silence. She knew Willow didn't really like her involvement with Wolfram and Hart, and she refused to antagonize the redhead.

It lasted until the second day, when Fred had come home later, especially shaken after an apparently bad day. Willow had leapt to comfort her: asked if Fred wanted to talk about it, and listening as the scientist babbled, venting gratefully. It was only as she'd finished recounting the science experiment gone-wrong (resulting in a brief, but virulent, epidemic), that she realized she'd broken her self-imposed taboo.

Despite her apology, Willow didn't seem bothered. Come the third day, Willow was asking how her day had gone. By the fourth, it had become an unspoken tradition. Fred got home, and Willow asked how work at Wolfram and Hart was.

For the first three days, there hadn't been much for Willow to do. She'd phoned up Giles, Buffy, the coven in Devon, and Marianne (one of the Slayers she and Kennedy had worked with), to let them know she might be hanging around in LA for a bit longer. That occupied the first day: after that, she searched Los Angeles idly for magical texts.

The last time a relationship of hers has ended, she'd resorted to learning more magic. While that had hardly ended well, it worked: as a result, she wondered what knowledge she could find in LA. There wasn't much. The third day, she practised every charm she knew, almost exhaustively. She still sometimes thought of Kennedy: and when she did, a spell always went wrong.

The third day, it had been Fred that came up with a plan to stop Willow going mad with finding distractions; making use, of all things, Wolfram and Hart. As part of the company, openly defying their clients couldn't end well: if anything, it would cause anger, and most of those that worked with Wolfram and Hart, were the kind of people and/or demons that you really didn't want to anger. Fred could still access their files though, and see who their clients were.

Some of the worst demons in America were on the list. Winifred could find their contact details, their addresses, and even their weaknesses (Listed under 'things to not bring to a meeting, under punishment of death, resurrection, and death'). The sort of thing any demon hunter might sell their soul for.

Fred had brought one such profile home. A demon that fed on pain: inflicted gruesome tortures on ay human, young and old, it could capture, often keeping them alive for days. A glutton, and a sadist even by the standards of its own kind.

The fourth day, Willow spent at work, again. Her kind of work. Using magic, but keeping a grip on reality, on herself; Fred helped with that.  
The scientist had apparently been researching magic, while at work: she knew about the addictive effects it could have, especially for the more powerful witches, and had given Willow a small ring. It wasn't much: Willow suspected Fred had made it in the W&H labs, but it was grounding, something to stop her getting lost. A thin, silver Mobius strip.

That day had been spent finding, and healing the demon's prisoners. When the demon had broken in, she'd made it swear a magically binding oath to hurt no one unwilling: part of her had come close to killing it in a fashion at least as brutal as it did, but the sight of the Mobius strip on her index finger had stopped that.

"What'd you do at work today?" Willow said on the fourth day, at last giving a genuine, deep smile: more than the brief, impulsive, vague ones she'd made before. Her first one, really, since Kennedy.

"The normal," Fred said, finding herself grinning in return, collapsing onto the sofa, beside Willow. "No demonic viruses this time. I did have a nice talk with a sentient fish though."

"Really?" the redhead said, "Sounds like a good day."

Fred blinked. "Um, I was joking?" she hesitated, cheeks colouring slightly. "Didn't come across, did it? I keep wanting to be sarcastic. I blame Spike."

"Oh, don't worry," Willow chuckled, soft. "I grew up in Sunnydale, remember? I've seen weirder."

"Yeah, guess," Fred joined in with the soft laughter, briefly. "I mean, I've seen odd stuff too. Guess the fish was almost believable. So, anyway, how were things with you?"

"Fine, too," Willow still smiled, "Stopped the demon. It- It helped as well. And the ring. Thank you, Fred."

It was more solemn, more heartfelt than the scientist had expected, she didn't know what to say. She'd wanted to help Willow, but she hadn't expected the redhead to have quite that much gratitude.

She didn't know how to feel. A little amazed perhaps; but saddened, as well, at how much something like that seemed to mean to Willow.

Wordless, Fred took the witch's hand, gentle. Willow smiled up, relieved, before her eyes were taken by something to the side of the sofa: a wooden stand, on top of which lay a china pot filled with soil. Other than that, it was empty: it had been there since Willow had moved in, yet there had been no sign of anything growing there, or even anyone watering it.

"What's that?" she said, curious. Fred glanced to where she was pointing, and giggled, almost self-conscious.

"I like plants," Fred spoke. "Just, I never had the knack of growing them. That was my latest attempt. Didn't exactly go well."

A brief frown. Then Willow smiled, at reached across with one hand: waved it across the dry soil. Moments later, a small shoot pushed up through the dirt, gaining leaf and bud in seconds, before a flower unfurled before Fred's very eyes. She just stared.

"A thank you," Willow said, soft.

* * *

Two days after Fred had taken Willow to her house, to introduce her to her stuffed rabbit, Feigenbaum, Master of Chaos, Fred came home late. Willow had been pacing, worried: all the more so knowing where Fred had worked, and the danger she'd put herself in, passing information onto her. The redhead found herself genuinely afraid, on the verge of storming into the Wolfram and Hart buildings.

Only the ring, and the recently grown, well-tended flower kept her under control.

Well past midnight, Fred stumbled into her apartment; shaken, and sobbing silently. Willow's eyes widened, almost instinctively taking the scientist into a close embrace. Wordless, the witch held her, barely noticing how much time passed until, wearily, Fred tried to move to the sofa, read to sit, and rest. Willow still held her, comforting. She sat behind Fred, able to feel rather than see the fearful, pained tears of the woman.

"Shhh, shh," Willow murmured, soft, cuddle never stopping, "It's ok, Fred. It's ok."

Fred just shut her eyes, rocking gently, surprised at herself as much as anything. She'd faced death before, as she had that day; she'd faced so much worse before. Never before had she felt the need to do something like this, to just break down completely.

It helped though, it really did. Stop bottling things up, stop pretending. She felt tainted working where she did, felt sickened by how she almost felt friends with happy W&H employee Knox, felt appalled how she felt like she could live with it. Live working for Wolfram and Hart.

That day had just been the trigger. And she had a safe place, or at least a place that felt that way. Willow. They'd become close friends, in her time there: indeed, she was possibly Fred's only friend, with her limited free time. And good, she was so good. Fred closed her eyes, unable to express just how she felt, then.

Far from the corruption of Wolfram and Hart, far from the atmosphere she knew should sicken her, and sickened her all the more because it didn't, far from all of that, this was… Peaceful, that came to mind.

Willow's voice, murmuring soft, comforting words. Willow's arms, around her. Willow's breath against the back of her head. Fred felt light, inside. Somehow.

"It's ok," Willow murmured, still, voice almost melodic. Eventually: "Do you want to talk about it?"

"I-" Fred hesitated, so briefly. "I don't know why it- There was a vampire, he knew Angel. Wanted to hurt him: and tried to kill Wesley, Charles and me to do it. He didn't, but…" Fred inhaled, more shaken than anything. "I don't know why it- I've been through worse, just…"

"It's ok," Willow said again, softly insistent. "It's ok, Fred. There's nothing wrong with feeling like that. Nothing."

Fred inhaled, deeply: hesitant. More than fear, she felt ashamed. There was nothing that should have made her feel like that, nothing. She'd spent years in a hell dimension: that had hurt, temporarily broken her, but she'd put herself back together, stronger than before. Since then, little had genuinely scared her: less had made her cry.

And during the event itself, she hadn't been scared. Well, she had, but not like she felt now. It was only after, she'd been shaky, and-

Too much. Too much in her head.

"It was the vampire," Fred said, barely even muttering. She still shivered. "One of- he said Angel sired him. After he got a soul."

Willow shut her eyes, pressing her forehead to Fred's hair, gentle. Her embrace never ceased.

Maybe that explained her sudden fear? She'd always looked up to Angel; nearly idolized him crushed on him, years back. To find out, even with a soul, he made as questionable choices as the rest of them?

And of course, Wolfram and Hart. Always them. Now she had a place she felt safe, she wanted to stay there. Escape the choking, nauseating demonic firm.

And Willow- Everything buzzed in Fred's mind. Too much.

Almost unconsciously, Willow leant forwards, touching her lips to Fred's hair in a tender kiss. It could easily have been utterly platonic: yet Fred stiffened, jerking forward, escaping the embrace. Instantly, afraid, Willow started babbling.

"Sorry- Um, I didn't-" the redhead said, hastily, rambling: "I was just trying to be comforting. Helpful. Didn't mean to- It wasn't a- Um, you're a friend, but, I don't want to make anything awkward. Thought it would help, didn't mean to…"

Her voice trailed off. Fred had turned, a smiled starting to play at her lips. Willow rambling always amused her, always.

"Don't be sorry," Fred at last broke the silence, as it dragged on. She seemed nervous: not afraid, not upset, and more. Just nervous.

Traces of her old fear were visible. The scientist didn't try to interpret any of that, more intent on talking to Willow.

"I am, though," the redhead said again, arms by her sides, not even trying to renew the hug. "I didn't mean to- I know things were always awkward between us, and I keep thinking you… That was just as a friend though. Just a friend."

"Do you have to be?" Fred said, quickly, before she quickly lost eye contact, squeaking slightly.

A pause.

"Um," Willow hesitated, not sure what had just happened. "I- Do you mean?"

"I don't know," Fred seemed fixated on Willow's shoulder, self-conscious. "I- Heart's all fast-beating, feels lighter, and I just want to grin despite everything. It, um, might be?"

Silence again. Willow stared at Fred, surprised, to say the least. She'd never seriously thought anything like that would happen. Never seriously. But…

"I don't know," Fred spoke, again, eyes nervously lifting to meet Willow's.

* * *

Fred had the next day off. To deal with the trauma of the other day, apparently. She was expected to have a lie-in: she just couldn't. She got up extra early, and worked, filling a fair few A4 sheets of paper with words, and diagrams, and thoughts.

Then, she walked into Willow's room, silently. Well, the sitting room: she sat on a chair, just beside the sofa, watching the redhead sleep. She was amazed either of them could sleep, after last night: and part of her mind wanted to blush furiously and run away after what she'd admitted.

The rest of her wanted to stay. And hope.

Willow woke up soon after, blinking blearily, jumping a little to see Fred watching her, the scientist biting her lip, tentative. Hesitant, the witch sat up, not sure what to make of Fred's presence. Until:

"I want you to kiss me," Fred said, simply but firmly.

Willow caught her breath, blinking. In her experience, Fred was normally the shy one, the quiet one. Not the one that would ask that, even after their discussion the other night.

"Um," Willow began, still only just waking up. "Um, why?"

"I'm a scientist," Fred spoke, voice much more confident than it had been. Ground she was sure of. "We do experiments. Figure out a hypothesis, run that experiment, and reach a conclusion from it. And I don't know how I f-feel about you, and I want to know. To be sure. Last night, you kissed the back of my head, and I felt like squealing. I want to know properly now. So kiss me."

She spoke with a completely straight face, completely firmly. Willow had to suppress the urge to giggle; it was rather cute, really.

"Really?" Willow said, unsure, feeling a little like it was all one big joke. Without even a blush or shiver though, Fred nodded, comfortable in the scientific aspect of it.

Slowly to begin with, Willow lifted a hand; cupped Fred's cheek, gently. She paused, meeting the other woman's eyes, still not sure why Fred seemed to want this so. Yet all she saw was curiosity, mingled, possibly, with a little hope.

More carefully, Willow leaned in closer, taking her time. If Fred was reluctant, she'd pull away; if not, they could each savour the moment, savour the feelings. She felt Fred's breath tickle her cheek, felt herself be unable to suppress a fond smile. Silent, she closed the gap between them, and let their lips meet.

For the first few seconds, Fred's hands hung uselessly to her sides. As it went on though, she couldn't stop herself; one lifted, to Willow's shoulder, then up, winding in that soft, red hair. Her eyes drifted shut, lost in the sensation. Lips, hair, hand.

One of Willow's hands cupping her cheek, the other echoing her own motion, and running through her head, stroking, strangely tenderly. It took Fred a few moments to realize she'd forgotten to breathe, and a few more to realize she didn't really care.

Possibly minutes later, Willow moved to pull back: Fred leaned forward, keeping their lips in contact for as long as she could, eyes fluttering open, just in time to see Willow's lips break contact. She mewled softly, almost disappointed, reluctantly straightening her back. It was a little longer before she stopped her hands caressing Willow's hair.

Silence.

Willow tilted her head; a wordless question. It took Fred a little longer to catch her breath, feeling her cheeks flush slightly, and flushing further at the feeling. Before saying anything though, she pulled a pen from behind her ear, and scribbled something on the paper she'd brought with her.

"What's that?" Willow broke the silence, curious. Fred looked up from the paper, smiling at Willow.

"Experimental log," the scientist said, simply. "I need to keep a record."

"Can I see it?" Willow blinked, a little surprised. This was certainly new. A little endearing though; she found herself smiling, almost bizarrely; smiling further when Fred seemed a little flustered.

"N-no," the scientist shook her head, instinctively snatching the sheets back. Impishly, Willow smirked, waving her fingers to cast a small charm. The top sheet flew across the room, to her waiting hand.

Fred shuffled back, but didn't make any move to take the sheet back. Frowning, Willow glanced down at it, curious to see what the scientist had come up with. Almost immediately, the redhead started giggling.

The first column was marked 'activities', and to the right of it, there were four more. The first was headed 'C.G.', and the other three simply had numbers at the top, counting from one to three. Past there, all of the three rightmost columns were blank.

The first column on the left, however, was filled with so many suggestions. The first one was, naturally, 'kissing'. Below that, other activities were listed; from 'dinner', to 'handholding', to 'movie night'… As Willow's eyes reached the bottom of the sheet, her cheeks coloured.

Glancing up again, she skimmed the column 'C.G.', seeing a list of scores out of ten. In the row 'kissing', Fred had written 6/10: looking just right of that, Willow could see the only entry in the three numbered columns, a 9/10.

It took the redhead a few seconds to interpret the chart, and once she had, Willow felt like laughing. Oh, Winifred really hadn't been kidding, when she said she'd wanted to run an experiment.

"So, is CG the control group?" Willow said, smiling widely, looking up at Fred. The scientist seemed relieved; she'd expected a worse reaction.

"Stands for Charles Gunn, actually," Fred smiled again, hesitantly reaching out, for the paper: Willow gave it to her. "Boyfriend. Well, ex-boyfriend. Yeah, he is the control group though. You need one for any experiment though: otherwise how am I meant to recognize a baseline?"

"And the columns on the right are for me?"

Winifred nodded smartly. Willow hesitated.

"There are three of them," the redhead spoke, slowly. Fred nodded, unabashed, on firm scientific ground.

"There have to be repetitions," she said: "In any test, there could be outliers. Mistaken results: like, maybe we go for a meal sometime, and someone's slipped a narcotic into the drinks, I'd enjoy that a lot, but not for the right reason. So long as there are results to compare it to though, we can discard that one-off result, and take better average."

A brief pause. Willow blinked: she'd heard of some girls going for lesbian experimentation, but Fred was something else. Then, remembering what else she'd seen on the sheet, her face fell.

Fred hesitated, feeling a sudden pang at the look on Willow's face: she reached forward with one hand, to brush the redhead's shoulder, try to get her attention. Willow looked up, pouting slightly.

"I only got nine out of ten?"

* * *

Two 10/10 kisses later, Willow had at last been able to change out of her pyjamas. At Fred's suggestion, they were spending the day together: something Willow was very happy to do. Partly out of amusement at the scientist's experiment, but mostly out of how much she enjoyed the company.

The next experiment Fred wanted to carry out, was simple handholding. They wandered down the street that way, hand-in-hand; Willow squeezed occasionally, eliciting a small, delighted smile from Winifred each time.

They passed the bench they'd spoken on when they'd met just days ago. Willow had gestured to it; Fred had shaken her head, insisting they had too much more to do that day. Minutes later, and they were having lunch. Again.

"Do we really need to have lunch three times, today?" Willow said, taking her bite of a sandwich. Her second that day. Fred met her eyes, frowning.

"Of course," the scientist said, as if offended Willow had asked. "It's all part of the test. Three of each. Need to be sure."

"Oh," Willow hesitated. Well, so long as she had a smaller portion, and smaller dinner, probably. Smaller three dinners? It wouldn't surprise her. "Don't you think this is… a bit much?"

"Huh?" Fred blinked, hesitating as she sipped her drink. "Just being accurate. Need to remove outliers, and-"

"So you said," Willow spoke, smiling still; "But all in one day?"

"I've only got today off," she said. "I want to get this done. Need to know, you know; best to be sure."

"Sure of what? I mean, this was cute to begin with. Like, really, super-cute, but now, I don't know, still endearing, but it feels… I don't know."

Fred glanced up, not quite meeting Willow's eyes. "You… only want two lunches then?"

"Sure," the redhead laughed, soft. She reached across, to take Fred's hand. She jumped.

"We've already done handholding," she squeaked. Willow laughed again, gently, squeezing Fred's hand.

"Consider it a second trial. How am I doing anyway?" Willow made to lean forward, peering at the sheet; Fred pulled it back, hiding it.

"No, no peeking," a smile. Willow pouted: Fred rolled her eyes. "You're doing well though, if it helps."

"Thanks. What else is planned for today, then?" Willow said, hesitating briefly as she caught Fred's expression. "Not everything, k? It's sort of cute how much you're into this, but I don't think I could handle three dinners."

The scientist looked down, almost disappointed, before looking at the sheet. It took her a few seconds to decide on a plan.

"How about just two more things, today?" she sounded almost regretful. "Movie night, and spooning."

"Sounds like a plan," Willow smiled, squeezing Fred's hand again. She gained a smiled: Fred almost seemed surprised at how easily she grinned.

* * *

They made it home, not long after their second lunch. Fred had insisted on a detour, checking 'browsing the pet shop' of her list. She still didn't let Willow see her scores. They hadn't bought anything there, but each had spent a lot of time just peering at the kittens, smiling all the while.

Once back at Fred's apartment though, she decided to change the plan; movie night tomorrow. She fancied spooning. Amused, Willow obeyed, lying on the sofa; Fred lay beside her, in front of her, and shuffled back, close. Willow wrapped her arms around the scientist, gently, cuddling quietly; almost instinctively, she pressed her lips to the back of Fred's neck, briefly.

Instead of stiffening, this time, Fred mumbled something incoherent, snuggling back, her body pressing against the redhead's.

She almost felt capable of falling asleep, of just drifting off. It was relaxing; remarkably so. She felt comfortable, peaceful; safe. That was a new feeling. Well, maybe not new, but she hadn't felt that way for so, so long… So long.

Fred sighed, happily, content. Her hands lifted up, interlocking with Willow's; she lifted one of the redhead's hands to kiss the back, softly. She could feel Willow giggle. She did that a lot.

"Happy?" Willow spoke, almost dreamily. The witch was relaxed too, glad to have a chance to let her tiredness wash over her, after their day.

"Yeah," Fred said, breathing out slowly. And she was, really.

Strange, but she felt safe. She really did. Isolated from demons, and work, and all of that. But warm, very warm. Almost mesmerized by the sound of Willow's breathing, the feel of her heart beating regularly against her back. She was surprised she could feel that, really.

But this was perfect. She shifted a little, to lean her head back, feeling Willow's hair brush against her. Heaven.

"I'm confused," Fred murmured, softly, barely realizing she'd spoken. As soon as she realized she had, she tensed, slightly; before relaxing, yet again, at the feel of Willow's arms.

"Mm?" the redhead said, gentle. Fred sighed, unsure. Still, she felt safe, so safe. She could talk, speak, if she needed to. And she needed to, she really did, sometime.

"I'm confused," Fred said again, hesitating. "Really, it's- It's just… Everything. I don't- I- It's too much."

"Don't worry, baby," the term just fell past Willow's lips. The redhead stumbled slightly after that, but continued; "I'll listen, if you want me to. You don't have to, but…"

Fred shut her eyes, shuffling back, further, feeling protected. Willow's arms, Willow's breath, Willow's everything. More and more, it confused her; more and more, it felt like it shouldn't be helping, at all. Yet it did, so very much.

"It's everything," Fred at last spoke. "I felt- I was sure, of so many things. I thought I was good, on the side of good. Now I'm with Wolfram and Hart. Worse than that, I like it there. I've got friends there, and…"

The scientist paused, breath catching in what was almost a sob. It took her a moment to continue; and in that moment, she felt Willow's embrace, feel it change, shift slightly.

"More than that," she spoke, again. "Well before that. Demons weren't real, I thought that: then I spent years in Pylea, and- I became convinced that that was reality. That this, this was all… I was wrong then, as well. I…"

Another pause. Willow shuffled, a little, and as she did, her hands moved to turn Fred over, putting herself face-to-face with the woman. There were almost tears in her eyes; yet the sight of Willow's expressions softened them, somewhat. How did she do that?

"And even now, even here," Fred's breath hitched. "I thought I was- thought I liked, you know, guys. And everything- everything's just… Now I know that's not true," she gave a chuckle that was almost a gurgle, "And everything's… I want to be sure of something. How can I even tell that I like you? I've been wrong before. So wrong, so often, and- I don't know anything. And I want to, I-I need to. I need to be sure of something."

Tears, even as she stared into Willow's eyes. And the redhead was listening. Not bored, not mocking, not cruel; just genuinely, intently, caringly listening. It confused and comforted Fred even more.

The witch's arms moved; no longer spooning, no longer holding. One still lay, looped over Fred's back, but the other lifted, resting beside Fred's cheek. It made her shiver: yet Willow smiled, and she couldn't help but echo it.

"Be sure of this," Willow murmured.

She leant forwards, and touched her lips to Fred's, once more. Their first real kiss, their first that wasn't a result of some 'experiment', some desperate attempt for Fred to be sure. Lips meeting, touch lingering; and Fred returned it, just as keenly, just as passionately, just as urgently.

Fred's body didn't move. Arms by her sides, resting almost absently next to Willow. She felt her lips, and felt Willow against them, and felt Willow's scent. Felt her breath, her touch on her cheek; she just felt Willow. And it was-

Slowly, so slowly, Willow pulled back. Each, reluctantly, broke the kiss. Neither moved far though, each feeling the other's breath on their face in some wispy caress. Willow smiled, and Fred's lips responded in kind.

"Ok?" the redhead spoke. "Sure of anything now?"

"Yeah," Fred nodded, slowly, voice gentle. She inhaled, her eyes still wet, but no longer crying. It was hard not to smile. "Yeah, I'm sure."

And silently, she leant forwards once more, to again feel Willow's lips.

* * *

Fred's experiment-sheet had long since been discarded, on the same night the couch had been vacated. That one had been Fred's suggestion: she wanted to sleep in Willow's arms. No more; neither of them was ready for that, yet each found themselves content with what they had. Something neither had looked for, or even expected, but something that was all the more comforting for that.

Sometimes, the scientist cried. Willow was always there, to listen, to hold, and to help. Everything seemed to come back to Wolfram and Hart.

It wasn't that she hated her job: if anything, the opposite, and that tore her apart. It was the knowledge that she should hate it, the knowledge she worked for a company irredeemably evil, the knowledge that her co-workers, many her friends, might even support that evil; it was that which hurt.

"Quit," Willow said one day, softly, as Fred rocked in her arms. "If you don't- If it hurts you so much just quit. Just stop."

Silence for a few seconds. Fred was shaking her head, though, even before Willow had finished speaking. The witch didn't say anything else though, just holding, just comforting.

"It's better than the alternative," Fred eventually spoke, soft. She shifted. "I- I need to do something, something good. There, I can do it; even if it's just giving their information to you. I need that. Something to help me, something to- I'm good. Those need to be more than just words."

"We can find another way, baby," Willow murmured, gently; she lifted one hand, fingers idly playing with Fred's hair. "There needs to be one. It's not good for you to feel like this, all the time."

"It's not all the time," Fred spoke. "Just- there are bad days. Days I forget what's what. Who's who. Like, there's this guy, Knox. He's nice, we're, we're sort of friends. Then today he just asked me if I had a favourite demon, as if it was the kind of thing everyone had, something normal. And I can't believe I'm friends with him, I just can't- And I think I am, I still am."

Part of Willow felt out of her depth; felt lost. There wasn't much she could do, here, no matter how much she might want to. She couldn't say anything that would help, couldn't even think of anything to say. She wanted to, oh she wanted to, just…

Silently, her soft stroking of Fred's hair continued. She felt the tension begin to drain out of the scientist's body. That was nice, at least; that much was a comfort. If only she could do more.

"Just remember it's an option, Fred," Willow murmured, voice quiet. "You don't have to. Not now, not if you don't want to. But if things ever get too much, don't hesitate, please don't even hesitate. We can find other ways to hunt demons: like you did before, maybe. Before Wolfram and Hart."

Fred shifted, shuffling back into Willow. She wasn't as happy as these embrace normally made her, but she felt so much better than she had. Fred smiled; safety, she savoured the safety. Willow's arms were a stark contrast to the demon-filled labs she worked at.

"Please, baby," Willow spoke again, softly. "I can't bear seeing you hurt."

A pause. Each lay there, close; intimate. At least now, Fred reflected, she was sure of one thing. Even if that didn't help much with the rest of her problems, it was an anchor. Something to keep her in place, something she knew.

"Can we-" Fred began, soft, "Can we change the subject?"

Willow's eyes widened, briefly; a pang of sudden guilt. She kept doing that, kept accidentally prolonging any discussion of Fred's pain. She wanted to help, so much, but it felt like she wanted that too much. She didn't want all their time to be overrun with talk of everything and anything that made Fred like this.

"Sure, sure baby," Willow said, hugging Fred momentarily closer. "What do you want to talk about?"

"I don't know," a sigh. "How was your day, then?"

* * *

Days later, and things were better. Fred still suffered a few lapses, a few, pained moments where she wanted nothing more than Willow, and the protection of her arms. Those became rarer though, so much rarer.

As things went on, Winifred even came home smiling, some days. Not happy about working at Wolfram and Hart, far from it, but able to strike a balance. Work, work-socializing, helping Willow, and Willow-in-general. Work so very rarely took precedence. Not that work.

She was able to steal more client information, though. The top demons in LA stopped being a threat to anyone; an once that was done, Fred was happy. They still worked their way down the ladder, but those demons, ultimately, were less of a threat, even before Willow visited them.

So the scientist was happy. Doing good, at last: and having achieved something lasting, something memorable.

For her part, Willow was the same. Triumphant, and glad. Fred, and Fred's ring, kept her from losing touch with her humanity again. Plus, she went days without thinking of Kennedy: and when she did, she barely felt a thing. It had been so, so long since she'd ever felt that content.

Occasionally, Fred was home before Willow. She rarely worried though: while Willow's self-appointed task might be more openly dangerously, Willow was also much, much more powerful. She always came home without a scratch. Sometimes tired, sometimes weary; rarely harmed.

One such day, Fred was bouncing around their apartment, giggling and laughing madly while waiting for Willow. As the witch stepped in, the redhead blinked, a little taken aback as Fred bounded towards her, knocking her back against the wall with a hug.

"Hiya," Willow said, a little confused. "So, uh… What did you do today?" She didn't know quite what else to say.

"Killed a puppet," Fred said, conversationally, still hugging. "Well, demon-puppet. You?"

"Just a regular demon," a chuckle. "Puppet huh?"

"Yep," Fred kissed the curve of Willow's neck, before hopping back, leaving the hug. "Huge, fluffy thing. Had a horn for a mouth. Weird day."

"Sounds it," the redhead smiled. Willow followed the scientist, sitting down next to Fred, a wide smile on her face. "Do I want to ask? I mean, I've had weird puppets before, but that was a guy who'd been turned into one. Not an actual puppet-y demon."

Fred giggled. "Well, the one I got wasn't really a puppet. Rest of them were, or similar, though. Just a huge, round stuffed animal. It fluffed everywhere."

A moment's silence; Willow tilted her head, unsure.

"Are you joking, again?" she said. "I mean, I know there are weird things, but you did try to come up with something odd before, and…"

"Oh, no, no," Fred shook her head, grinning like a child, "This one's serious. Really happened. Ooh! I've got proof."

With that, the scientist hopped up, a little hyperactive, to reach into the coat that hung just by the door. She pulled out a camcorder, moving back quickly, to sit beside Willow. She didn't talk again immediately, fiddling with it.

"When'd you get a camcorder?" Willow said, surprised. Fred flushed, slightly.

"Um, today?" she looked up, giving a grin Willow know meant she was trying to seem innocent, without actually being so. "Money's good at Wolfram and Hart, and I really just needed to get one. You'll see."

Fred opened the flap at the side of the device, and tapped the screen, playing the video she'd taken earlier that day. She grinned massively all the while, holding it up to show Willow.

To begin with, the redhead wasn't sure just what she was watching. It took her a few seconds to place the scene as the interior of a building; a conference room, by the look of it. A few people were gathered in there; the angle wasn't the best to recognize them. She could tell Spike was there, by the shot of the back of his jacket, but no one else had any especially distinctive features.

As it went on, some sound was audible. The quality wasn't the best, but she could make out a voice, just about. A frown.

"Is that… Angel talking?" Willow said, slowly. "He sounds different."

Fred nodded quickly, eagerly, biting her lip, apparently suppressing laughter. A little confused, Willow turned her attention back to the screen.

"_So, we need to find Smile Time, and break in. We need to- Fred? Fred, are you… is that a camera? I'm still your boss, you know. Stop filming me! Stop it!_"

As soon as 'Angel' had noticed the camera, a shot of him at last became visible. Willow gave a sudden, open laugh; enough to make Fred jump.

"He's a… puppet?" Willow managed to say, laughing again at the sight of little-puppet-Angel jumping from his seat, desperately reaching out for Fred's camcorder, shouting, leaping comically.

Fred nodded again, shivering with suppressed laughter, smiling at the indistinct cries and threats on the audio. For a moment, Willow swore she heard Spike cheering Fred on.

"When did… How," Willow shook her head, mirthful still, before speaking through laughter: "Why is Angel a puppet?"

"The demons," Fred shrugged. "He'll be better soon. Who cares though? He was a puppet!" She laughed again: and just the sound of her doing so set Willow off.

After a few more seconds, Fred shut the camcorder, putting it down by the sofa, falling back, breathless. She made the mental promise to herself to never, ever lose that tape. She giggled still, at the memory.

Impressive, though. There'd been a time demons were huge, menacing threats. Now they were, admittedly still menacing, but embodied by puppets. Cute little puppets.

Plus, there was the tape confiscated from the Smile Time studio. With any luck, she'd be able to 'borrow' that, show the fight between puppet-Angel, and the top puppet-demon. Now that would be fun. They still needed to have a movie night, after all.

"You bought a camcorder just to record that?" Willow said, at last, breathless. Fred tilted her head, to face her.

"Wouldn't you?" A grin.

* * *

Almost two weeks later, and Fred lay in Willow's arms. Maybe she should be trying to sleep: she just couldn't. She was buzzing, grinning. So happy. For that reason, it was hard to stay still, and hard to just lay there; something Willow easily noticed.

The redhead was quietly patient though, to begin with. A tender kiss to the back of Fred's head, a gentle stroke of the edges of her hair. The scientist kept on as she was, ecstatic. Eventually, Willow's curiosity grow.

"Ok," Willow said, giggling gently, voice muffled slightly as she pressed her lips against Fred's hair. "What is it?"

"Huh?" Fred jumped a little, stiffening with a squeak. She shuffled; relaxing as Willow again kissed her.

"You're never this active," Willow said, voice low; still easily audible to Fred, as close as she was. "What's on your mind?"

A moment's pause. Fred shifted, getting more comfortable. Her cheeks coloured slightly, but she didn't turn, facing away from Willow. There was just something about her manner though, something about the sound of her voice, her breathing; Willow could tell she was smiling.

She'd become so used to those mannerisms. All those little quirks, noises, tones… Even just hearing Fred's voice, Willow felt as though she could place Fred's expression, and mood. And right now, Fred was happy. Really happy. That much, Willow was glad of.

"I've quit," Fred at last said, apparently a little self-conscious. "I quit Wolfram and Hart."

Willow's eyes widened. She'd… Wow. It was something she'd always wanted for Fred, since they'd first met; Fred was so good, so kind, she should never have been part of Wolfram and Hart. Especially now they'd started being together, started all of this. Seeing how Wolfram and Hart affected Fred…

"Two weeks ago," Winifred continued, lifting her voice enough for Willow to hear, "Well, almost two weeks. Two weeks' notice. Tomorrow's my last day, then I'm out, for good. I- it was going to be a surprise. Just, couldn't wait."

The witch smiled, fondly. That was Fred, all over; too amazed to say anything, Willow leant forward with another kiss. Fred chuckled happily.

"I was going to tell you when we woke up, day after tomorrow," Fred said. "I wouldn't get up, you'd say 'don't you have work to go to', or something, and I'd say 'no', and it was funnier in my head," her face fell, eyes still light. "Happening though. This time tomorrow, I'll be out. Free."

"Wow, um, wow Fred," Willow managed to speak, at last. Another hug; and she cuddled Fred nearer, smiling all the while. "Um, when- no, you said that. Um, why did you- what changed your mind?"

"The puppets," even now, Fred laughed softly at the memory. "Only reason I was staying, was to help you. Together, we stopped demons: my Wolfram and Hart knowledge, your witchy-mojo-stuff. I checked our records, and every big demon's gone. The worst demons left, apparently, were a bunch of puppets on a kids' TV show. And Wolfram and Hart. The only demons left to defeat- an I was working for them. I just… I couldn't do that any more."

There was a time that thought might have reduced her to tears, or brought her to the brink. Now, she saw nothing but hope, but gladness: and felt nothing except safe in Willow's arms. Winifred Burkle smiled.

"Good for you," Willow murmured, cuddling Fred closer. Then: "Really though, what were you wondering about?"

Fred squeaked again, shuffling; she leant forwards, hiding her face in the sheets. Willow giggled a little at the sight; Fred chuckled as well, though she didn't speak at once.

"What- um, what do you mean?" Fred spoke, at last, voice muffled. Willow smiled, absently stroking her hair.

"I know when you're hiding something," Willow teased. "That wasn't what you were wondering about. I know you. What is it?" Genuine curiosity.

A moment's silence. Fred hesitated, not lifting her head from the sheets. Willow hesitated, moving closer, lightly playing with Fred's hair all the while. That caress made the scientist giggle to herself, a little more at ease.

Still, she didn't speak, embarrassed. Willow fell silent for a time, just holding, embracing the woman, content.

"You can tell me anything, baby," Willow murmured. A pause

A few seconds later, and Fred spoke, shyly. Her voice was muffled, mouth buried in the sheets; still, her words were fairly clear. Willow still held her, all the while.

"I want to be with you," Fred spoke, soft. "Like, with you, with you. I- We've- I need to be close to you. Closer. I just…"

"Fred-" Willow began, a little unsure of how to react.

"Willow, I know, I'm sorry," Fred mumbled, "I- I don't know anything. Not about- I…" her voice trailed off. Then, more hopefully, bizarrely almost chirping: "Can we?"

Willow smiled. "Of course, Fred," the witch seemed almost amused: leaning forward to again kiss Fred's neck. A giggle.

"Th-thank you, Willow," she murmured, hesitating.

A few more seconds ticked by. Neither moved, Fred still lying in Willow's arms, the redhead's forehead against her, breath tickling her neck. Eventually, Fred shuffled.

"Aren't you…" She began, flushing. Willow chuckled.

"I was waiting for you," a fond smile. Fred shook her head, almost violently.

"No- no. I've… Never done this, like this. Um, with- You know. I don't know what I'm…"

Willow giggled. "Want me to teach you?" There was a new edge to her voice; a huskier aspect to her tone. It made Fred shiver.

Mutely, the scientist nodded: and Willow shuffled, moving beneath the sheets. Fred rolled back, momentarily nervous: anticipation warring with nervousness in her mind. Each was wiped away just seconds later, and she shut her eyes, squeezing them shut, losing herself in the sound, the sensation.

Something she was sure of. Fred smiled. She was sure, then, so sure. Just one more day, and all she'd have would be this. Just this.

Something she was sure of, certain of; more certain of than anything. Willow. That thought alone made her expression crack into a wide, beaming smile. Willow. Perfection. happiness. Something she was sure of.

And that was the day Illyria's sarcophagus came to Wolfram and Hart.


	2. Illyria

**I'd apologize for how I ended the last chapter, but I'm really not sorry. Anyway, this will probably be the final part of the story. I hope you enjoy!  
Has a different feel to the last chapter, but it does have to. **

Willow hadn't seen Fred for weeks. Quite honestly, that terrified her. Especially now.

The last she'd heard, Fred was going into work for her last day. Willow hated herself for that. She should have been prepared: should have gone in with her, or done something, anything. Wolfram and Hart would never just let someone quit. Would they? It seemed the only explanation.

Where was Fred?

She paced the apartment. Part of her knew she should leave at some point, leave properly. She just couldn't shake the feeling that as soon as she stepped past that door, she wouldn't be able to do anything except head right to Wolfram and Hart and-

There wasn't anything that would convince her to finish that thought. Sometimes, she scared herself.

It was only this place, Fred's place, that kept her under control. The small, Mobius strip ring, the plant she'd helped to grow; all tiny little things like that. Without them, without the memory of Fred, and what Fred wanted, anything could happen.

This wasn't right. They'd been so close, so close to happiness. Another day, and Fred would be out, free of Wolfram and Hart. She'd be able to get a job that didn't hurt her so, be able to make friends she didn't feel as though she should loathe, be able to do something separate to help demons. What she wanted.

No.

Willow breathed in, slowly, and exhaled. Her breath rattled. No.

It was inside her: she could feel it. Anger, magic, rage, pain… Since the day Fred hadn't come home, it had been there, bubbling higher and higher, seething. She needed release, needed something. Sitting, waiting wasn't doing any good.

Her hands balled to fists. The plant she'd helped to grow burned to a crisp; the smoke alarm tried to go off, but that too fell, burning, to the floor. She'd waited too long. Probably the worst thing she could do, she of all people, would be to hold this inside. It would escape, it always did.

Wordless, shaking, Willow moved to the door. Time to leave. Head to Wolfram and Hart, demand answers. If she ended up levelling the place, well, at least that would be a release.

The door opened without her touching it; and all the burning, bubbling, overflowing preternatural rage within her drained from her in an instant. Fred stood there,

Willow stared. She didn't know how long for: only that it felt like she was about to collapse. Eventually, slowly, Willow staggered back a few steps; allowing Fred to, hesitantly, enter. Neither spoke, neither could speak.

There didn't really seem to be any words. Silent relief, disbelief, awe. Then curiosity, surprise, gladness; all manner of emotions.

Willow sat down, barely able to stand any longer. Fred, after a moment, did the same. She didn't sit too close to the redhead, but still sat beside her; there was an expression on her face akin to shyness. The sudden, fierce relief Willow had felt began to waver, uncertain.

"It's-" Fred began, pausing. "I've been gone a while, huh?" she glanced down at the floor, almost embarrassed.

Willow reached across, to take the scientist's hand. She jumped at the touch, but didn't pull away, squeezing Willow's hand. She fell silent, hesitant. Willow squeezed back; not sure what was going on, but easily seeing that something was bothering Fred.

"Are you, um, ok?" Willow spoke, eventually. Fred glanced up, meeting Willow's eyes. She shook her head. Still, she didn't say more.

It was strange, really. She'd waited so, so long to see Fred again. Now Fred was here, though, she couldn't speak. She could stare, swoon, wonder, but words just felt too crude. Silently, she squeezed Fred's hand again.

Fred was odd, too. Not worryingly so, Willow would've just expected her to say more, be more forthcoming. The scientist was just as quiet though.

"What is it?" Willow at last brought herself to speak, a little nervous. Fred moistened her lips, taking a few moments before she spoke.

"Us," Fred said, at last. Willow's expression fell, for an instant, assuming the worst: Fred noticed that, and seemed to catch herself. "I- I thought I was certain. Thought I was sure, but… I don't know."

A moment's pause. Fred's hand never left Willow's; the scientist shifted her position slightly, to better face the redhead. No tears. For some reason, that stood out, to Willow. Whenever she'd heard that tone in Fred's voice before, she was usually crying, or on the verge of doing so. Yet now, her eyes were completely dry.

"I can't put it into words," Fred said, almost ashamed of herself. "I just- I was happy, really. I was sure, then. Now, though… Everything's new. Different."

"Can I help?" Willow spoke, uncertain; lost. "I- Before, I was an anchor. Maybe, again-"

"You're not an anchor," Fred shook her head, quickly. "You're- You're a mystery. I don't know how I- what I-" she glanced down at the floor. Willow squeezed her hand.

"I thought I was something you were, you know, sure of."

"You're not," Fred said, simply. Then she winced, continuing quickly, stumbling over her words: "I- I think you were. Just, that was- I don't know. I never know. Things were different. Are different. I'm not sure any more. I don't know why, what… Only, I'm- I don't know. Anchorless."

Her eyes again drifted to Willow's, and there was something in them. Regret? Willow's eyes widened, momentarily paranoid, afraid.

"Are you- Is this-" the redhead spoke, struggling. She began again: "Is this, a- um, break-up?"

An instant of silence. Fred seemed stunned, almost, and opened her mouth, prepared to speak. Nothing came out though; that alone made Willow tense. Please no, please, please no.

Somehow, that instant dragged on. Once the first moment had passed, Fred seemed lost, utterly. Her lips still parted, but wordless. Her eyes left Willow's, just briefly, but it was long enough for the redhead to start to fear the worst.

"No," Fred spoke, then, apparently surprising both of them. "No. I- I don't know. Just- like when we started, when we were first… That was nice. I liked that. Can- Can we go back to doing that? The early things, the little things. They were- I knew who I was, then."

Willow's eyes widened; and the redhead nodded, without a second thought.

Neither spoke after that. It was Willow's big question answered, and she breathed easier. From the uncontrollable, furious sadness she'd felt, to the inexpressible relief upon seeing Fred, the only thing stopping the transition being perfect had been worry. Now that worry had been answered. It should have been a comfort

Just, it was hard to be completely satisfied. Fred had openly admitted to hurting, and seeing her in pain was far from pleasant.

"Did you-" Willow began, hesitating briefly. She didn't want to change the topic, or bring up bad memories, she just needed to know. "In the end, did you quit?"

Fred glanced at her, frowning, trying to recall what Willow was talking about. The witch was about to speak again, to clarify, when Fred answered.

"No," her voice was soft. Softer; she seemed to be almost self-conscious, looking away from Willow. "I didn't quit. It was- I rushed the choice. I- I think I need them. Especially now."

What to make of that? In a way, it was the opposite of what Fred had been saying and feeling before. Where the presence of Wolfram and Hart had made her confused, and fearful; now they reassured her? Disgust becoming need.

But then, she did need to trust Fred. She knew more what she needed, than Willow did. If the redhead couldn't provide an anchor, maybe Wolfram and Hart could. Maybe it was her dislike of them that replaced Willow? She didn't know. But at least that was one possibility, one explanation. So long as Fred was ok.

"You're sure?" Willow said, moving her other hand to join her first, in holding Fred's. "I don't want to influence you, just- They were bad, before. The way you felt… You're sure you need them?"

Willow might have been pleading, she didn't know. She just couldn't bear to see Fred as pained as she had been, before. If there was any chance Wolfram and Hart would reduce Fred to the depths she'd sunk before- no, Willow couldn't bear that.

"I'm sure," Fred spoke, removing her hand from Willow's two. Her eyes left the redhead's. "It's- personal. I… I'm sorry. I need some- I need some things of my own. Some secrets."

"Privacy?" the witch inwardly chastised herself. That was always something she'd worried about: Fred had been so open with her, so trusting. Little wonder she wanted something to herself. "I'm sorry."

"It's not your fault," the scientist said, almost sharply; the edge to her voice enough to make Willow jump. "I- It's nothing to do with you. I just- yeah, privacy. Until I can- until I figure things out. Um, is that- is that ok?"

"Of course, baby," Willow said. The scientist stiffened: Willow backtracked. "Fred- I mean."

She smiled, meeting the redhead's eyes again. Once, that glance alone might have elicited a grin from Willow. Now, though, things felt melancholy. Bleaker. Had she rushed things? Or was this just Fred and her needs?

Still, Wolfram and Hart. That played on Willow's mind: why them, and why now? Fred had loathed them. They'd devastated her, the contradiction between what they stood for, and who she stood for. Now she relied on them? Willow could scarcely believe it. Something was wrong. Something had to be.

Once, she'd been Fred's anchor, that something the scientist was certain of. Now, Wolfram and Hart had fulfilled that role? That was either worrying, or…

"Are-" Willow began, catching herself. She didn't want to be blunt, but there wasn't much. "Wolfram and Hart, are- are they making you do this? Like- um, blackmail, or something. I- Just, it's, things are… Sorry."

Despite the way she dithered, Fred seemed to understand. She reached across, taking Willow's hand of her own initiative this time. A smile.

"It's ok," Fred said, more tenderly. "Nice that- Glad you care. But it's- they're not doing anything like that. It's my choice. Um, completely."

That much was a comfort. Willow found herself smiling, at last. Not out of happiness, not really, but out of some form of contentment. Fred was here, and back, at last: no one could take that away. And whatever else had happened, she was here, and she was Fred. With or without Wolfram and Hart, even if they were all but starting their relationship anew, she was still the same lovely, enchanting woman.

"Stop being sorry," Fred at last broke the silence. "I- It hurts. You've got nothing to be sorry for. If- if anything, it's me. Weeks vanished, all the- what- the things I need to keep… private. Don't- Don't feel sorry for a thing."

* * *

Fred stood in Wesley Wyndam-Pryce's office, looking out of his window, down on the city. She was silent, contemplative; her expression passive, her eyes emotionless, surveying the streets below.

The sound of the door opening. It wasn't enough to arouse her interest. Dispassionate, Fred didn't turn, not until the man who'd entered spoke.

"Stop looking like her," Wesley's voice was firm. Almost curiously, Fred turned, tilting her head.

"This is at your request," Fred spoke, voice subtly changed. Deeper, more resolute, more passive. "It was you that asked if I could take on this appearance. I have done so."

"That was only when it was needed," Wesley took a step closer. "You're not her. Stop pretending to be."

"As you wish."

Something akin to a smile flickered, just momentarily, on Fred's lips. Somehow, it seemed unnatural, even on her oft-grinning face.

Fred's head was tilted still. Her body as a whole didn't move, yet it gave the impression of shifting, of altering. Her hair grew longer, the shade of brown turning to a dulled blue, her skin paling, her clothes changing from Fred's casual, to an indescribable contraption of leather. Her eyes shifted also, human orbs fading, becoming a vivid, harder cerulean.

Illyria stood there, as though nothing had happened. Arms hanging to her sides, posture firm, almost arrogant. Wesley didn't blink.

"Did you end things?" he spoke, as soon as Illyria's form had finished shifting. She was silent for a moment, seemingly intent on observing the man before her.

"Why?" she tilted her head the opposite way; a gesture almost feline. Wesley rolled his eyes.

"I've told you. It's Willow," he sounded tired, impatient. Illyria gave no sign of recognizing or remembering any similar speech. Sighing, he continued. "The last time her girlfriend was killed, she harnessed magics and proved a threat to the whole of the world. She's much more powerful now. Antagonizing her in this way is simply too great a risk."

"I find it interesting you believe that matters to me." Illyria's voice was emotionless. Far from a threat, far from a boast; she simply stated a fact.

Wesley stared, wordless, for brief seconds. It was hard to talk to Illyria, it always was. With most people, you had common ground; common thoughts, feelings, perceptions, morals… With an Old One, he had none of that.

If he'd been speaking to a human, even if he'd been speaking to the Senior Partners, the possibility of an apocalypse would be a reason in its own right. Albeit, in the latter case, because they wanted it to happen differently. Still, to need to justify why that would be a bad thing?

"I don't believe that," he spoke. "Some of Fred's still in there, I know it. You have her memories; you most likely have more than just that. More than you want to admit."

Illyria didn't react in any noticeable fashion. She regarded him, as though watching a lab rat. She didn't even move.

"Curious," her voice was dispassionate. "Your species persists in optimism, even when proven wrong again and again."

"Call it being human."

"You find it something to be proud of? It is weakness."

Silence. Their eyes met, more of a challenge than a connection. Illyria was unblinking, and disconcertingly perceptive. Wesley was the first to look away, scowling slightly.

"We're still alive," he spoke, eventually. "You stopped fighting us. That's not something an Old One would do: that's Fred. Her influence. The fact you're still here, still talking to me? You're not as 'pure' as you think."

"Strategy," Illyria didn't hesitate. "I find no reason to harm you. Until I have determined what I am to do, I wait. Your view is simple human weakness."

"Hope."

"Weakness."

He changed tack. Recalling the topic they'd been on, he responded to the question she'd asked, back then. Too often, she diverted him, distracted him. He wanted to contradict her, to win against her, somehow. Sometime.

Still, it wasn't hard to think of another reason Illyria should agree with him.

"You should read the file," he said. "The first thing she did was locate and kill the murderer. In this case, that's you."

Illyria said nothing. Face still expressionless, beyond her normal, neutral, mild curiosity, she straightened. The air rippled around Wesley, and even the smallest motion of his body ceased. He didn't breathe, blink, twitch, or talk.

With a satisfied smile, her first display of emotion, Illyria strode nearer, circling behind Wesley. With a subtle, barely visible twitch of her fingers, time resumed its normal flow around the man. He jumped, though he tried to suppress it.

"I find no reason to think her a threat." Illyria spoke again, tone simple, still neutral.

Wesley, turned, quickly, giving a small sigh of relief. Whenever she vanished like that, there was no way to tell if she'd gone, as this time, to stand elsewhere, or simply grown tired of their discussion and left the building. More than once, she'd done the latter and disappeared for hours, sometimes days.

"Find one," Welsey said, frustration beginning to show in his tone. "She's a very powerful witch. Powerful enough to threaten even you, I've no doubt."

Silence. That much was to be expected; Wesley remade eye contact, watching Illyria intently. She was unreadable, as always.

Still, he hoped that she'd slip. Sometime. She couldn't be perfect, and though he doubted she'd admit to weakness, to a superior being, he had little doubt she'd hopefully see sense, here. Knowing only what they read, they had no way to gauge who'd be the stronger: Willow again lost in dark magic, or Illyria.

The very fact there was no clear winner, though, gave pause to the blue-haired demon. There was a flicker of something inside her; not fear, never fear. Wariness, perhaps. Until she was certain, she wouldn't risk it. Or until she had a reason.

"You still haven't answered me," Wesley said, at last, voice firm. "Did you end things?"

Illyria's head tilted, once more, and she regarded the man. What to say? Well, she had no obligation to the truth, especially with such a small creature.

"Yes," Illyria spoke, simply enough. No falter, no flicker, no stumble. Utterly, completely impassive.

Wesley exhaled, relieved. That was one problem answered: one of many.

"And you're certain she won't be provoked?" Wesley said. Illyria's eyes rolled: even more than her casual superiority, the one thought she expressed almost routinely was impatience.

A moment passed, and the demon had vanished. Wesley sighed, turning around, slowly: no, not in his office. Wearily, he walked back to his desk. She'd left, and he knew already there was little point in pursuing her.

* * *

Willow answered the knock on her door, almost eagerly. Since Fred had returned, everything had seemed, somehow, brighter. She hadn't realized how much she'd missed the scientist, how much she'd missed their connection, their closeness, their shared geekiness, until it had ended. However briefly.

Even if things were less than they were, she couldn't complain. If it would make Fred smile, she felt as though she'd do anything.

The door opened: and Fred stood there, smiling, a little shyly. Her cheeks flushed, slightly, even as she stood silently there. Willow's eyes widened; the witch stepped back, offering Fred entrance, if she wished it.

"Can I-" Fred spoke, hesitating. "Can I, um, stay the night?"

"Of course," Willow nodded, never even hesitating. "This is, kinda, still your place, you know. I just- um, if you want me to leave, I will."

Fred's head tilted, slightly; she examined Willow, strangely. An odd smile quirked the scientist's lips, and she shook her head, as if she'd barely doubted how she'd responded. Still, there was something in her manner, some curiosity.

"No, no," Fred said. "You've been here more than I have. Think it's sort of more yours, lately at least." A smile.

It was only then that she entered, a little self-conscious. Willow frowned; Fred seemed off-guard here, surprisingly so. Though, she had to admit, it had been weeks since Fred had last been in here; maybe it was starting to feel like someone else's place.

The redhead shut the door, before turning, and approaching Fred again. The scientist stood, a little nervously, above the couch.

"Do you-" Fred spoke, "Can I, um, take the couch?"

"The bed's yours," Willow said, "If you want it, I mean. You've got first call on anything in here, as far as I'm concerned. I- Um, remember that, k? Just ask, for anything."

"I don't think-" Fred smiled, briefly, before speaking, tentative; "I don't think I'm- we're ready for anything, um, things like… that."

"Oh!" Willow's eyes widened; "No, I didn't mean- Oh, no, I just meant, like, you take the bed, I take the couch. Your bed, after all. And, I know, I don't want to rush things. I didn't mean to sound like- No, oh, um- I sound kind of repelled by it don't I?" the redhead said, a little sheepish. "I don't mean to. I mean, it was good. Really good. Like, super-awesome good, and- um, I'll wait though. If you ever want to- and sorry for this."

She cut herself off, looking down at the floor after her ramble. She looked up, a few seconds later, at the sound of Fred giggling; their eyes met, briefly, and Fred looked away. She stopped giggling; still smiling though, still amused.

"You've earned the bed, after that," Fred said, eyes fixed firmly on Willow's cheeks, the spots just below the redhead's eyes. A soft, kind smile; "Besides, you're probably more used to it, than me, now. I- Um, I'm happy on the couch."

"You're sure?" Willow said, taking a small step closer to the scientist. Fred nodded, still smiling.

"Sure," she said. A little nervous, maybe; a little tentative. Still, her smiled showed she was clearly happy with the arrangement.

Past then, the evening itself was somewhat awkward. Willow didn't want to start any discussion, worried, and somewhat understandably. She felt almost paranoid: she'd made Fred leave her, before, it felt like. Nothing would convince her to rush the scientist; nothing. Let things work; she cared about this, and how it would go.

Still, part of it was frustrating. No matter that she knew what she should do, knew what she wanted to do, there was still an undercurrent of frustration to the evening. She was so used to proximity, to something as simple as closeness, with Fred. That evening, however, they sat on opposite ends of the sofa. Sometimes, they held hands: only sometimes, but that was the limit of their intimacy.

They were meant to be having a kind of movie night. It was something Fred had planned for a while, before the weeks she'd vanished. Now they were at last doing it, Willow couldn't help but feel Fred should be happy; instead, however, the scientist seemed almost regretful.

They had quite an assortment of movies. Cheesy romance, cheesy horror, plain drama, and naturally enough the tapes of the last episode of Smile Time. The first movie Fred had chosen, though, was one of the cheesy horror genre. Some old movie, 'Invasion of the Body-Snatchers'. Fred seemed oddly keen on it.

The redhead felt as though she should have been watching the movie. Instead, her eyes barely left Fred; almost intoxicated by her presence. So good to have her back. So, so good. Watching her smile, watching her jump a little, almost squeaking, at events on the TV… It was Fred, all over.

Willow smiled, happy. Truly. She could wait, then; if she still had the chance to see things like that, see that smile, and hear that giggle…

Anything to make Fred share in how happy she made her.

As time passed, daylight drifted away, until the only light in the room was the steady flicker of the TV screen. Willow could have stood, to turn on the lights, yet didn't somehow, perhaps irrationally afraid it would break the spell. Fred was calm, peaceful; smiling. They'd moved onto a quieter film, Willow hadn't seen the title, meaning Fred didn't react as much. Her face was mostly still, with a smile almost serene.

The multi-coloured lights of the film flashed over Fred's face. She looked pretty in blue, Willow reflected, unable to suppress a smile at the many shades of Fred. Suddenly, though, the colours vanished. The redhead jumped, momentarily, eyes, for what felt like the first time, turning toward the screen.

Credits, again. Ah, right.

Fred turned to face the witch, as she put the movie back in its box. She yawned. "I'm- I'm tired, now. Feel like sleeping. Um, you?"

"Oh- of course," the redhead spoke, smiling gratefully. In truth, she'd been drowsy for a while. She hadn't been sleeping too much, while worrying about Fred. "Um, goodnight?" Part of her wanted nothing more than to lean in for a goodnight kiss.

"Goodnight," Fred smiled, almost impishly. "You know you're sitting on my bed, right?"

The witch jumped. "I- uh, are you sure you don't want the main bed? I'm happy to-"

"I'm sure," Fred said, patient. "Still. Get off my bed," she batted playfully at Willow, until the redhead stood, a happy grin on her face. It was so good to have Fred back.

"Ok," Willow said, giggling softly as Fred swung her legs up onto the couch, preventing her sitting down again. "Goodnight."  
"You've said that before," Fred said, chuckling herself. "Night."

The scientist watched as Willow departed. The redhead would be sleeping in a bed; she'd be lying here. Separate. She was comfortable with that.

Fred lay back on the couch, shuffling a little. The room was cool, but she'd been colder. Much colder. This, she found calming; though she shivered slightly, it was nice to have the opportunity to relax. Perhaps she'd even sleep.

A few moments later, and Willow re-entered the room. Fred jumped up, a little self-conscious, though she couldn't have said why; still, the tension left her as soon as she saw the witch. Willow was wearing almost childish pyjamas; awkward, indescribable, and just quintessentially Willow.

"Um, I thought you'd want this," the redhead lifted a sheet, carried over one arm. She approached; Fred sat up. Enduring the cool didn't mean enjoying it.

"Thanks," Fred smiled, taking the offered sheet. "Goodnight! Again."

"Goodnight," Willow echoed, amused by how often they seemed to be saying that. Again, though, she left. Taking things slowly. Fred stayed sitting, watching the redhead leave, and waiting a few more seconds, to be sure she'd gone.

In the minutes that followed, Fred wrapped herself in the sheet, and lay still. She stared up at the ceiling, silent, contemplative, and warm. Safe, even. How that was possible, she couldn't tell; the thin fabric around her offered no protection, and she doubted the witch a room away offered her any more safety than she herself naturally possessed.

It was either intriguing, or worrying. She didn't know, nor did she really want to.

They all insisted some of Fred survived in her: more than memories. She knew that to be wishful thinking on their part, entirely. She knew what Fred knew, but that was all. Maybe her body bore some similarities: it did not mean anything of the scientist survived.

That much comforted her. It was a fact. She would not have risen if even the slightest fragment of the shell's personality remained. Winifred Burkle was gone. Echoes of her memories, and no more, lingered.

And yet there was Willow. She'd been commanded to end the witch's relationship with Fred. She almost had; and, in the end, instead, she'd continued it. Lied about it. For whatever reason, she wanted to… remain. To stay. And so, she did. Things would progress slowly, until she understood each element.

It would be an interesting study. None knew quite what to expect, being resurrected in this human shell. It wasn't surprising, than some unexpected things occurred. She'd simply have to survive, and sort through them.

The first was Willow. Losing herself in Fred's memories, Illyria felt a genuine smile touch her lips: not for her own reaction, but for Fred's. Her own opinion on the witch was one of respect: according to some, her equal in terms of power. She had seen nothing first-hand to credit it: yet many of Fred's memories, and much of Wolfram and Hart's records, testified to it. Respect alone.

Respect did not mean she would risk her life. It explained why she would be intrigued by the redhead: not why she would persist in this… closeness, this intimacy. With the closest thing it seemed she had to an equal among the humans, but still, with a human.

If Fred still lingered, that answered the question. Fred's feelings, affecting her; yet one thing she knew for certain, that could not be the case. Only her memories, only memories-

With those memories ever-present in her mind, it was little surprise she'd be affected. Illyria was disappointed in herself: it should have been easier to realize that. Perhaps this body was limited, in what it could achieve. Sluggish, primitive thinking.

Everyone was the sum of several components. Their experiences, their nature, their environment… Illyria possessed many of Fred's experiences; that which had shaped the scientist, would shape her in turn. Fred was gone; yet she herself was affected by the echo that remained.

Fred did not survive. Not as a separate entity, at least. Illyria lived, and that was all. Only an Illyria with traces of Fred.

Question answered. She could progress.

It was hard to tell how much time had passed. There wasn't any marker in this room. It was still night. That was her only indication; the creases and texture of the ceiling gave no hint.

The sheet fell away from Fred's body. She stood up, her clothes somewhat creased. Not that she cared: they too were just an illusion.

With silent footsteps, she made her way to the bedroom. At the threshold, she paused, moving nowhere; doing nothing. Except watching, curious more than anything, observing Willow.

The redhead seemed to be asleep. Hair strewn over the pillow, sheets bunched up around her, and a small, cuddly green monkey-toy lying just by her cheek. Tranquil, barring the occasional snore. Beautiful, as well, somehow. Such a small thing, such a simple thing to find beauty in. A sleeping human.

The redhead shifted slightly, sheets rustling. Fred stiffened, a little, inhaling sharply. Willow's eyes flickered open; and she pulled herself up, eyes still almost shut as she moved to a semi-sitting up position, facing the scientist.

"Fred?" she murmured, bleary. Fred glanced down, self-conscious.

"Hi, um, Willow," Fred spoke, not quite sure what it was she wanted to say. "I- Sorry for waking you."

"Don't be," a smile; "Want anything? I can- if I moved anything, I can probably let you know where it is."

"No," Fred shook her head, "No, it's not that. Um," she hesitated, questioning herself, as much as anything. "Just…" the scientist fell silent, flushing a little. Willow shuffled, sitting up straighter.

"What is it, Fred?" the witch spoke, a little drowsy, but no less urgent. "If- I just want you to be happy here. Well, happy in general, really, but for now, happy here. Not right here, here in general: like your apartment- Sorry, I ramble when I get sleepy. More than normal."

Willow flashed a mildly goofy smile, in an attempt for forgiveness. Fred couldn't suppress a quiet giggling, once that made her shoulders shake.

"It's-" Fred began, hesitating, smiling. "Can we cuddle?"

Willow blinked; and nodded almost immediately. Fred smiled, relieved, taking a step closer, and stumbling a little. She fell onto the foot of the bed, pulling herself onto it, and squirming up the sheets, the motion eliciting a soft laugh from Willow.

Fred stopped wriggling as she made it level with the redhead. Eyes level, she leaned closer, pressing her forehead against Willow's; each woman smiled. Willow didn't kiss Fred, despite wanting to: it was almost a mantra in her head. Slow. Take things slow.

"Turn over," Fred whispered, a smile playing at her lips. Willow obeyed, rolling to, almost reluctantly, face away from the scientist.

Fred snuggled nearer, her face brushing against Willow's red hair, and resting there. She exhaled contentedly, reaching forward with one arm, and letting it fall over Willow, holding the witch, gently. She shut her eyes.

The warmth, the scent, of Willow; it made her happy. Relaxed. Each of Willow's breaths was mesmerizing, especially as the night dragged on. Inhale, exhale; steady, constant. Sometimes rushed, sometimes slower. Mostly though, a constant rhythm.

Fred didn't sleep. She instead lay there, motionless, and listening, fascinated. Such a strange, small thing to be so interested in.

Eventually, morning came. Willow opened her eyes, surprised to feel Fred's arms still wrapped around her, the scientist's head still peacefully resting against her hair. Willow chuckled, to herself.

"You're awake," Fred murmured, sounding sleepy. Willow chuckled again; Fred rolled the redhead over, an amused smile on her face. "Why are you so chuckle-y this morning?"

"You're back," Willow said, simply. And, on an outdated instinct, she leant forward, lips brushing Fred's face.

It wasn't a proper kiss; just a peck on the woman's nose. Realizing what she'd done though, Willow jumped, shifting back, a little; surprised to suddenly find Fred's hand wound in her red hair.

"Thanks," Fred spoke, giggling. She leant forward, again not for a proper kiss, but for a brief brush of lips that sent sparks all through Willow.

* * *

That became their routine, almost. They slept together, for closeness, and cuddles as much as anything. Sometimes they kissed, but only pecks on cheeks, noses, and rarely, lips. That was the limit of their intimacy.

They seemed to spend less time together. Each worked, in a way: Willow still worked on cleaning up Los Angeles, while Fred went early each day to Wolfram and Hart. Often, the scientist went home, late. Still, though, each night she found her way to the bed, and held Willow as they drifted off.

The first night, Willow had put her green cuddly monkey on a shelf. Fred had insisted it be brought back, to join their nightly snuggles.

Then there came the day Fred came home, almost in tears, It was strange to see her face; every other time Willow had seen her wear that expression, she'd been crying painful, contagious tears. This time, despite her voice, despite the way each time she took a step, she shook, her eyes were dry. The pain in her tone was no less evident, though.

"Are you ok, baby?" Willow stood, greeting the early-home Fred as best she could, opening her arms to wrap them around the shaking scientist. Her term of endearment had, somehow, arisen again between them. "Are you…"

"I'm weak," Fred murmured, voice muffled by the curve of Willow's neck. She shook. "Today, I- I'm so weak."

"You're not," Willow said, not sure what else to add. This wasn't the kind of thing she'd normally heard Fred worry about, she didn't know what had caused it. All she knew, was that Fred needed comfort. "Don't- Don't think that."

"It's true. Now, at least," Fred said, voice hollow. "I was- I used to be strong. Now- now I'm not," her words were simple, unable to fully express her thoughts. She didn't move. "It was- Today. I- They- Since going to… Wolfram and Hart, I was weaker than I had been. Now, everything I had, then, most of that's… I can't be anything other than weak, when there's nothing to make me strong."

There was a moment of silence; Willow's hand lifted, stroking Fred's hair, gently. The scientist's breathing slowed, but her embrace never lessened.

"You're one of the strongest people I know, Fred," Willow said, calmly insistent. Fred tensed. "Don't you remember what you told me? The stories? Surviving Jasmine all alone, surviving Pylea…"

"That's not me," Fred spoke, interrupting quickly, as if the memories pained her. "Not any more. I- I don't think I could do that, now. Any of that."

"Don't underestimate yourself," Willow murmured, pulling back slightly, to touch her lips to Fred's forehead. "You're no different to how you were then. Strong like an Amazon."

"That's something- You can say that. You can, easily. Magic, witchcraft, all of that. I don't have anything like that. I'm just… me. Less than me."

"Is that what this is about?" Willow said, almost surprised. "Magic? That's- That's not strength. Not at all. Using magic, it's- I've been at my weakest, because of it. Witchcraft, it's not strength, not necessarily."

Fred didn't respond, at once. She rocked, gently, arms wrapped tightly around Willow, head resting on Willow's shoulder, supported. Hypnotic breathing, a firm embrace; pure comfort.

It helped more, more than she'd thought. She needed to talk to someone, it felt like; such things were meant to help. But there was no one she'd approach, no one she was willing to be open with; except for Willow, thanks to the little that remained of Fred.

Fred had found speaking with the redhead a comfort; found it an aid. It seemed that was another thing that had carried over. She was glad, of that, even if Willow's words didn't always seem to be relevant, or make sense.

"Then…" Fred spoke at last, hesitant. "What else is it?"

"Magic?" Willow said. "It's power. Power isn't strength, not always. Control is strength, restraint is strength. Power… it's just not. You've got what matters," a frown. "You ok, Fred? This isn't like you."

"I know," the scientist said, embrace loosening just slightly. "I- It was just, today. I used to be… used to have 'power', and now, I- I- it's hard."

"I'm sorry," Willow said, softly. Another tender kiss. The redhead just held her, quietly, silently as Fred sighed.

She'd never heard Fred talk about power before, but then, work had always been a touchy subject. Besides, she'd changed in the weeks she'd vanished; that much was undeniable. Maybe it was something that had happened then? It was an odd way to speak of scientific know-how, if not necessarily untrue.

Fred had changed. She'd been thinking that, all too much. Not for the worse, but not really for the better. Just, changed. Part of Willow knew she should be curious, but they'd agreed to give each other privacy. Some secrets. And as much as she wondered, she respected Fred too much to have lied. Well, that and being afraid of what she'd find.

"I- I don't know exactly what happened," Willow spoke, hurriedly continuing: "And it's fine if you don't want to tell me. Really, fine. But- Look at other things. Other strengths. You're open enough to speak to me about it, and you're fairly together about it. Those are good things. You've lots of strengths, Fred: just one of those would make you strong. All of them…"

Fred's embrace loosened, further. Not enough to let go, not yet, but enough to give Willow some hope. Some comfort, some relief.

"Thank you," Fred murmured. "I- thank you."

Willow stroked Fred's hair, wordless. She just hoped she'd helped; whatever had sparked Fred's sudden worry, it seemed to have lessened, at least. That much, she was happy about.

With sigh that was almost a purr, Fred shuffled, moving closer to the witch. The embrace didn't get any tighter, she just moved closer, eager for the proximity, finding herself enjoying the redhead's touch a strange amount. The hand continued to play with her hair.

It might have been easier to go somewhere, to sit down. She didn't want that, though; or, if she did, she didn't want to spend a second doing something other than this. Just this. Intimacy, closeness, touch.

For the life of her, Illyria couldn't think of a time when, in her life, she'd ever experienced anything analogous. Normally, it wasn't something that would give her the slightest moment's pause. Now though, the echoes of Fred's memories affecting her every thought, she found the redhead's touch utterly intoxicating.

* * *

Fred came home early, one day. She'd just walked out of a meeting: even no longer able to slow the flow of time, few people would have tried to stop her. In a few minutes, she'd entered what she found herself thinking of as her home. Hers and Willow's.

The witch wasn't here, of course. She would still be out; hunting demons, and similar such creatures, no doubt. Illyria didn't know what to make of that: she spent most of her time with a woman that would, most likely, not hesitate to kill her, given the chance. And now, now she was weakened, it might even be possible.

Fred's fascination with the woman lingered, then. Possibly harmfully. Nonetheless, it was hard to credit Willow as a threat. Admittedly she'd only seen the one side, the kindness she showed Fred, but even past that, Illyria came from a time where some of the most harmless creatures would flatten a city at a casual thought. For just an ape- a human to prove dangerous?

Hard to believe.

She sat in place, patient. Patience was a skill she'd honed; a skill Willow would no doubt refer to as a strength. She had never slept, never in her life. Nights spent doing nothing save holding Willow were perfect times for contemplation, and simple patience. Wait for the morning, wait for the redhead to wake: just waiting.

After countless centuries doing nothing, it wasn't hard to spend mere hours more doing the same. And besides, thanks to Fred's memories, that closeness to Willow was perfectly absorbing. Enjoyable, even.

The reason why, she could not fathom. A handful of words popped up in Fred's memories, but they were empty for her. Emotional terms; they might have significance to humans, but they were no more than pretty sounds and simple patterns to the eyes and ears of an Old One. It was a curiosity, nothing more.

Still, Illyria was unaccustomed to curiosity.

At some point, Willow would be home. Fred's form didn't move, simply waiting. Any observer might have been worried; most humans made small gestures, even if they were just twitches, or breaths, even while attempting to stand still. Illyria saw no purpose in replicating any of those actions when she wasn't being watched. She let her disguise slip, for brief seconds, weary of how often she maintained it, there.

The door clicked. In an instant, she was Fred again, just as Willow entered, the redhead's face lighting up as she caught sight of the scientist. In moments, Fred was on her feet, skipping a little, wrapping her arms around Willow, again lost in the deceit.

"Hiya, Fred," Willow said, grinning, her voice sounding a little sleepy. It was endearing.

That thought suddenly struck her, again. Deceit. That was all this was, in the end. Willow called her, and thought of her, as Fred. A lie: just as she'd lied to Wolfram and Hart, pretending to have ended this, removed the risk of Willow finding out, and cracking. Instead, what remained of Fred had caused her to start this deceit.

It had no future. Even a human would be able to see that. She had little doubt that she'd be able to lie for the rest of her life. Even if Wolfram and Hart never discovered it though, and even if she was able to completely hide who she really was, there was still the remnant of Fred in her mind. Those memories, those thoughts, influencing her. altering her, always. There were lines she simply refused to cross, entirely because of Fred.

With those lines in place, any 'relationship', as this seemed to be, would be less than it could be. She'd never been satisfied with less.

And, of course, the Wolf, the Ram, the Hart. Their new organization still lingered. Were they to discover her closeness with Willow, there was the question as to what they'd do. Force her to end things? They did seem genuinely afraid of the redhead.

Seeing Willow like this, feeling her in these cuddles, and watching the redhead as she stepped back, an easy-going, almost childish smile on her face… Often, Illyria found those fears hard to justify. Then she remembered how Willow spent her days, and how casually she returned. Remembered the reports Wolfram and Hart had.

Those thoughts made her feel a flicker. Worry, perhaps? She had little to compare it with.

Her mind was made up, though. Deceit was impractical. She had to stop lying: the question was, to Wolfram and Hart, or to Willow?

Fred took a step back; slowly, hesitant. Instantly, Willow started frowning, grasping the woman's hand, in an attempt to comfort. Fred met the redhead's eyes, a little confused.

"I-" the scientist began, stumbling over her words. "We need to talk."

"Um- sure, baby," Willow spoke, her voice anything but sure. Still, she followed Fred, as the scientist took slow, unsteady steps back to their sofa. "Is- Are you alright?"

"I- sort of," Fred spoke, pausing, briefly. She moistened her lips. "It's- Things are… they're weird. Wrong. I- We need to…" her voice trailed off. Willow inhaled, slow, hoping desperately she was wrong.

"Fred?" she rested one hand on the scientist's, tender. "Are you- Is this-"

Fred looked up, meeting Willow's eyes, once, briefly. Her whole expression seemed to shift: subtly, but unmistakeably.

"No," Fred said. "We just- We need to be honest."

"Honest?" Willow frowned. Not what she'd expected, not at all. Her eyes never left Fred's. "I- Sure- I mean, of course I'll be honest. Just- What do you mean?"

"Not you, me," Fred spoke. "I-" she stumbled over her words, expression becoming utterly unreadable. "The weeks I went missing, the weeks you didn't- when I was gone."

"It's your business," Willow said, shaking her head. "I don't mind that. If you- If you don't want to tell me, you don't need to. I don't want to- I'd never make you do anything."

"Thank you," Fred spoke, her voice changing, somewhat; becoming deeper. "That's not enough, though. You need to know."

"Know what?"

"I killed someone."

Though her voice was deeper, hearing those words come from the oft-gentle Fred's lips seemed almost unreal. Impossible. Willow stared, shocked into silence for countless seconds, as she met Fred's unblinking eyes.

The redhead tried to speak, only to find her voice hoarse. A moment passed as she swallowed, trying to gain both the confidence and ability to talk.

"Who?" Willow at last spoke, the only question she could think of. A moment of total silence, before the scientist responded.

"Winifred Burkle," she said: and as she did, her skin, her hair, her whole body seemed to shift, ripple; change into another… creature.

Blue hair. Suddenly pale skin, lips tinged an unnatural sapphire. Entirely, eerily cerulean eyes stared out, unfeeling, of a face bearing no expression beyond pitiless indifference. Fred's fairly casual clothes also: wiped away, to be replaced by some design of leather Willow couldn't fully understand. Whatever it was, it was nothing Fred would have worn.

Her eyes returned to the… creature. It bore no similarity to Fred, at first glanced. Then, as she stared, the redhead found herself catching sight of so many small things. The shape of her lips, the slight ridge of her cheekbones, the shape of her eyes… And as she kept watching, those similarities vanished. Fred would never have smirked, almost arrogantly, in that way; she'd never have worn that uncaring expression, and her eyes would never be so cold.

Inhale, exhale. Unconsciously, Willow's thumb rubbed against the ring she wore; that Mobius strip ring, made by Fred. Meant to stop her falling into magic; she needed it, now especially.

"Who are you?" Willow spoke, the hoarse worry of her voice changing to firmness. It was verging on a demand.

"Illyria," she spoke. "God-King of the Primordium, and now, the only living Old One."

"And why are you-" Willow's expression cracked, slightly. Hardness giving way to pain. "Why were you… Fred? What's happened to her?" Once her voice had been simply demanding. Now, instead, it was quietly furious. Burning.

Illyria didn't hesitate in replying. There was no stutter, no hesitation; none of the affectations she'd adopted while posing as Fred. Matter-of-factly, she explained how she'd been awoken, and arisen in Fred's body by taking it over, killing the previous owner of the shell. She explained Wolfram and Hart's fear of the witch, and how she'd been meant to end Willow's relationship with Fred.

She spoke, however, only of facts. Not a word was said as to motivation, or to how she felt about any of it. Her words were focused on the facts. She didn't pause in admitting how often and how easily she'd lied to Willow, speaking with the same, cool detachment.

Within her mind, though, Illyria was wondering. Coming clean now, of all times, it felt odd. A better course of action would have been to end things, as she'd originally planned. That would be successful, and safer.

Now, however, she was weakened so much so that Willow could quite easily master her, should she attempt to. With her new vulnerability, purposefully putting herself at risk should have been unthinkable. Yet here she was.

As much as she'd wanted to end things, Fred's memories screamed at her. She couldn't both hold those, and her own memory of ending that relationship. The paradox would baffle even her.

Surprisingly soon, Illyria's simplistic explanation of who and what she was ended. Willow watched, wordless.

The redhead's hand clenched to a fist, ring pressing against her palm. If not for that feeling, if not for that reminder of Fred… She didn't know what she would have done.

Fred was kind. Fred was lovely, and loving; Fred was cute. Fred smiled, and laughed, and giggled. Fred was… Fred. To see her replaced by this demon, this emotionless, cold, indifferent Illyria… It hurt.

She knew next to nothing of Illyria, and yet just the knowledge of who she'd replaced… No one could be Fred's equal.

"And why?" Willow at last spoke again, eyes wet, "Why? Why lie to me, why tell me now, why- Why any of this?" her voice rose almost to a shout: the air around her crackled, dangerously.

For a brief moment, there was silent. Illyria's blue eyes met Willow's, noting dispassionately as they flickered a soulless black for a brief second.

Illyria paused, before speaking, words sounding almost irrelevant. Willow frowned.

"I have seen worlds composed of crystal, shimmering in the light of an ever-shifting spectrum of Suns. I have traversed a path composed of pure magic, and held it to watch it trickle away; I've walked the border between heavens and hells, a foot in each. When I was me, I created and witnessed works of art that would awe you to the point of fatality. I cared little for any of it," Illyria hesitated, a flicker of what might have been uncertainty on her passive face. "Yet I find you beautiful."

At the blue-haired demon's admission, Willow stiffened. Illyria's almost poetic language had distracted her, made her forget all she bore against the Old One, even is just momentarily. Yet those last words?

There didn't seem to be any response, to that. Willow stared. Wordless.

As the silence dragged on, the redhead's lips twitched, trying to shape words. Part of her wanted to shout, while the rest of her urged calmness. The feel of the ring in her hand… It was perhaps her only anchor, the only thing that kept her under control.

Thank you, Fred.

"Wh- How?" Willow at last managed to stutter, voice full more of shock than rage. That didn't make the look in her eyes any less dangerous, or the magic seeming to emanate from her any less menacing.

We she human, Illyria might have fled. Unused to such emotions, or such desires, she stayed standing still, unmoving, and unchanging.

"I do not know why," Illyria said, slowly. "Beauty meant nothing to me before I inhabited this shell. It is not yet something I can claim to comprehend."

Shell? Willow almost winced at the demon's choice of words. Harsh. It should have incensed her increased her anger; instead, somehow, she felt it dwindle. She heard Illyria's words. There was a reason the Old One seemed so unfeeling.

Because, simply enough, she was. She'd admitted to being new to beauty; it seemed likely other emotional reactions were similar. And, there was an odd quirk to her expression; almost unnoticeable, but present. A slight creasing of her eyebrows, a slight angle to her posture… Fred looked the same, whenever she was curious. She'd worn that expression nearly all the time; seeing it replicated, somewhat, on Illyria, it calmed Willow. Somehow.

"And Fred?" Willow said. "You said there was a… remnant of her. Where- what-" Willow couldn't finish her sentence.

Her gaze didn't falter. She stared into Illyria's empty, cerulean eyes.

"I am all that remains of Winifred Burkle… Fred," Illyria said. "Her memories exist, no more. The rest has been consumed. I possess those memories."

"It's more than that," Willow said, wondering when her cold anger had been replaced by wary curiosity, and pity, even. "Memories wouldn't give you a new concept of beauty."

"It is not a new concept," Illyria said, voice emotionless as ever. "It is Fred's concept. She considered you beautiful: her memories have become… part of me, and so I do also. Were I to regain my power, and travel to a dimension of starlight and diamond, or to the plane on which the simplest object is an infinite fractal, and where the only light is the reflection of time's essence, I would feel nothing. My awe is reserved for only that perceived and marvelled at by Fred. You, and a strange creature called a Feigenbaum."

"No," Willow shook her head, ignoring how casually the demon complimented her. Acknowledging that statement would be… She didn't know. "The memory of beauty doesn't make you find something nice. It's- It doesn't work like that. You- There has to be more of her, of Fred, if you're actually feeling things, now."

Illyria tilted her head; a gesture almost cat-like. She surveyed the redhead, dispassionate, yet curious. Intrigued, even. Willow stepped back, uncertain.

"What?" Willow said, after a while, disconcerted by Illyria's intent gaze. The Old One straightened.

"You're human," it was a statement: neither positive nor negative. "It's… interesting. At Wolfram and Hart also, humans wish that more of the shell survived, irrespective of reality. You seem proud of your optimism, even when it could not be true."

"But- It could be true," Willow hesitated, voice softening. "It has to be. Fred isn't- Do you feel anything?"

"Feel?" Illyria's head tilted, fascinated by the idea. She'd heard so much from humans on it; and while it was true she'd perceived many new things since taking this shell, the idea still seemed alien to her. "I-" as if startled by the question, she hesitated in her first real sign of dis-fluency. Masking her uncertainty however, she spoke again: "Perhaps."

The Old One didn't view it as evasion. Actual emotions, rather than intellectual or physical perception, as Willow seemed to be referring to, she knew nothing about. The new experiences she'd had in this shell, it was possible some of them were emotions. There was no way for her to tell.

"Observing you gives rise to something," Illyria spoke again, upon realizing Willow was remaining silent. "It is similar to what Fred recalls upon being near you. If that is a feeling, then I do feel."

"Anything else?" Willow said, wondering what she had to talk about with an Old One new to humanity. "I mean, feeling-wise. Like, Fred loved plants. If you look at one, what do you…"

Illyria tilted her head, her eyes moving past the redhead, to a now-empty flowerpot. She could remember Willow magically making a flower grow, there. Fred's memories had been light. Awe, and joy, as the scientist had thought.

"I feel something," Illyria spoke, discovering things even as she talked with Willow. "I wish that things were better than they are. It's a desire. No, not a desire. Not something I could or plan to make happen, simply a state of affairs I would prefer. I believe you'd call it regret."

"Regret?" Willow said, a little surprised. "Plants make you regretful?"

A moment's pause. Illyria broke eye contact, to focus on the flowerpot, thoughtful.

"I used to understand their song," Illyria said, voice softer. "Now I no longer can. That is all."  
"And it's not a memory," Willow said, simply. "Not something in Fred's mind: the opposite of it. You felt something, yourself. There's more of Fred than just her memories still alive."

Human optimism. Illyria found it both frustrating and endearing. She could talk about how analogous situations would cause feelings to arise, or how the presence of a human's memories would ultimately begin to influence her mind.

She decided to stay silent, however. Foolish hope seemed to comfort Willow; for some reason, that pleased her. Her own feeling, her own desire, or an echo of Fred's: it didn't matter.

"There is one more," Illyria found herself speaking. Something about the witch made her want to open up. Another trace of Fred? "I cannot fully describe it. When I look back, and consider how I arose, I feel… It is like a weight. Not concentrated in any one area: a weight in these veins, all through the body. It is unpleasant."

Willow listened, a little bewildered. Describing an emotion through physical sensations, it was strange. All her fury had long since dissipated, replaced by, honestly, pity. The last four weeks made her tense, and boil to think of them: there could be no question about that. The deceit, and invasion should have been unforgiveable.

But to hear Illyria's confession now, and remember the state she'd been in, even posing as Fred, when she'd been weakened… She had more to look at than the new-to-feelings errors of the demon.

And somehow, Illyria's figure was almost pitiful. Melancholy, and almost childish, in how she struggled to understand such basic things. It made Willow's eyes widen to realize the emotion Illyria had been referring to.

"Guilt?" Willow said, hesitant. Illyria bowed her head; as far as she could recognize any emotion, that one seemed to be accurate.

More than anything, that was the one fact that made Willow forgive Illyria. From what she'd heard, the demon had no control over how she rose; to be a product of something that now made her feel guilty was as big a punishment as Willow felt needed. Guilt was something she understood.

"I feel regret, guilt, and fondness," Illyria broke the silence, as it dragged on, concluding. "I fail to see what significance this has to you."

"It's a human-y thing," Willow said, smiling softly. Illyria tilted her head, the gesture somehow gentler than normal. "A-and, I have to know. How much of Fred is-"

The redhead couldn't let herself finish that sentence. Illyria's crystal eyes continued to stare, watchful, inquisitive.

"Enough," she spoke, gaze remaining focused on Willow.

"Enough?" Willow echoed. "What does that mean, enough? Enough Fred would be all of her. You've- That's not going to happen. So tell me, what's enough?"

"I- I am uncertain," Illyria spoke, conceding. "I know only what I have said. All that exists of Winifred Burkle is within me. I recall what she would recall, and I feel- as she would."

"Feel?" Willow's momentary flare of her temper faded, leaving, again, the same pity; the same interest. All that remained of Fred: she didn't know what to make of that.

"As she would," Illyria said, repeating herself. She didn't speak, after that.

Willow met the Old One's inhuman eyes, trying to work out how she could respond to the unspoken admission. Nothing came to mind: nothing seemed fitting.

She probably should have felt hateful; this was the being responsible for Fred's death. Yet she couldn't feel angry; Illyria hadn't controlled what had happened, and now she was all that remained of Fred. Quite a large remainder also, by the sound of it. New to emotion, new to life, new to the world. Pitiful, not hateful. And-

"A chance," Willow said, slowly. "That's- That's all I'll give. You can have a chance to…. Fresh start, blank slate, everything. You'll have one chance, and- we'll see where things go."

Illyria met the witch's eyes, uncertain. It was, somehow, more than she felt she deserved. And that was wrong, that had to be: she deserved all. Yet- Things had changed. She was no longer herself.

"Thank you," Illyria spoke, solemn. She didn't lean for a kiss, even her limited knowledge of humanity assuring her that was wrong. For a moment she considered shifting forms: and decided against it. That was one thing she'd learnt.

"You're welcome," Willow said, giving an odd, small smile that sent indescribable flutters all through Illyria's newfound body. More remnants of Fred. Hesitantly, knowing how she was expected to respond yet unused to the gesture, Illyria tried to smile back. It would take practise.

At least she had a chance.


End file.
